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EXHIBIT 10.9
TECHNOLOGY ASSIGNMENT AGREEMENT
THIS TECHNOLOGY ASSIGNMENT AGREEMENT (the "Agreement") is entered
into this 1st day of October, 1997 by and between XXXXXXX X. XXXXXX, an
individual ("Inventor") and SPECTRATEK TECHNOLOGIES, INC., a California
corporation ("Company").
1. DEFINITIONS.
1.1 "Information Storage Products" means products in disc or
other form incorporating media having serially encoded digital and/or analog
information stored thereon in the form of surface texturing (which subsequently
may be covered in a laminating process by another layer or substance) including,
but not limited to, audio discs, video discs, read/write discs, erasable discs
and read only memory ("ROM") computer discs.
1.2 "Inventions" means inventions (whether or not patentable),
improvements, formulae, ideas, processes, techniques, know-how, data and
technology developed or made or conceived or reduced to practice or learned by
Inventor alone or together with others on or prior to the date of this Agreement
including, without limitation, designs, drawings, plans, specifications,
experimental models or prototypes, memoranda, notes, source and object codes and
related documentation and any other information or materials embodying any
research or experimentation performed in connection with the development of the
Technology that disclose any portion of the Technology.
1.3 "Proprietary Rights" means patents, patent applications
and patent rights, copyright rights, trade secret rights and other intellectual
property and proprietary rights anywhere in the world.
1.4 "Technology" includes (i) the process of microreplicating
structures on polymer film to produce a holographic or decorative effect, (ii)
products comprising holograms, diffraction gratings or holographic optical
elements, (iii) equipment and tools (including, without limitation, mastering
tools) useful in microreplicating or embossing polymer film to produce a
holographic or decorative effect and (iv) the photo-thermographic process for
impressing microscopic textures into the surface of plastics, but specifically
excludes any Information Storage Product.
2. ASSIGNMENT; WARRANTIES; CONSENT.
2.1 In consideration of the Company's obligations hereunder,
Inventor hereby assigns to the Company all rights, title and interest throughout
the world in all Inventions
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(excluding Inventions assigned to Comdisc Technologies, Inc. ("Comdisc")
pursuant to that certain Nondisclosure and Confidentiality Agreement between
Comdisc and Xxxxxx dated June 13, 1985) relating to the Technology (the
"Assigned Property") including, without limitation, any and all Proprietary
Rights in connection therewith. The foregoing assignment may be referred to
herein as the "Assignment."
2.2 Inventor represents and warrants to the Company that the
Inventor (i) is the sole owner of all rights, title and interest in and to the
Assigned Property and the Proprietary Rights therein immediately prior to the
Assignment, (ii) has not assigned, transferred, licensed, pledged or otherwise
encumbered any of the Assigned Property or the Proprietary Rights therein or
agreed to do so, (iii) has full power and authority to enter into this Agreement
and to make the Assignment, (iv) is not aware of any actual or potential
violation, infringement or misappropriation of any third party's rights (or any
claim or potential claim thereof) by the Assigned Property or the Proprietary
Rights therein and (v) is not aware of any questions or challenges with respect
to the patentability or validity of any claims of any existing patents or patent
applications relating to the Assigned Property.
2.3 Inventor agrees to assist the Company in every proper way
to evidence and perfect the Assignment and to apply for and obtain and from time
to time enforce, maintain, and defend the Proprietary Rights in any and all
countries the Company may designate from time to time. Inventor will execute all
documents Company may request for such purposes.
2.4 In the event that the Company is unable for any reason
whatsoever to secure Inventor's signature to any document Inventor is required
to execute pursuant to the foregoing, Inventor hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents, as his agents
and attorneys-in-fact, with full power of substitution, to act for and in his
behalf and instead of the Inventor, to execute and file any such document and to
do all other lawfully permitted acts to further the purposes of the foregoing
with the same legal force and effect as if executed by Inventor.
3. PAYMENT.
3.1 As the payment and consideration for the Assignment,
together with such other good and legal consideration, the Company agrees to pay
to Inventor $5,000, payable in one lump sum payment due upon execution of this
Agreement.
4. GENERAL PROVISIONS.
4.1 Notices. Any notice required in connection with this Agreement
shall be given in writing and shall be deemed effective upon delivery by
facsimile (with written confirmation sent by registered or certified mail),
overnight courier with tracking capabilities and
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written confirmation of receipt or upon deposit in the United States mail,
postage prepaid, certified or registered mail, return receipt requested and
addressed to the party entitled to such notice at the address indicated below
such party's signature line on this Agreement or at such other address as such
party may designate by ten (10) days advance written notice under this Section
4.1 to the other party to this Agreement.
4.2 No Waiver; Amendment. No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or subsequent breach
or condition, whether of like or different nature. This Agreement may be amended
or modified only by a writing executed by both parties.
4.3 Severability. If any provision of this Agreement shall be
adjudged by any court of competent jurisdiction to unenforceable or invalid,
that provision shall be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and
enforceable.
4.4 Governing Law. This Agreement shall be construed pursuant to the
laws of the State of California without regard to conflicts of laws provisions
thereof.
4.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with regard to the subject matter hereof.
SPECTRATEK TECHNOLOGIES, INC.
By: /s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx, President
Address: 0000 Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
INVENTOR
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
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Address: 0000 Xxxxx Xxxxxx Xxxxx Xxx.
Xxx Xxxxxxx, XX 00000
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